REG - Edinburgh Worldwide - EWIT Result of Tender Offer Resolution

Edinburgh Worldwide Investment TrustAnnouncement

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RNS Number : 0616A  Edinburgh Worldwide Inv Trust PLC  10 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (UK MAR). ON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For immediate release

 

Legal Entity Identifier: 213800JUA8RKIDDLH380

 

10 April 2026

 

Edinburgh Worldwide Investment Trust plc

 

Result of Tender Offer resolution

 

Intent to propose Further Tender Offers

 

The Board of Edinburgh Worldwide Investment Trust plc ("EWIT" or the
"Company") announces that the tender offer proposed by the Board (the "Tender
Offer") has not received the level of shareholder support required to proceed.
The Tender Offer was intended to provide shareholders, who have twice
overwhelmingly rejected proposals by Saba Capital Management L.P. ("Saba"),
with a deliverable and fair exit option to avoid ending up in a
Saba-controlled vehicle.

 

The ordinary resolution put to shareholders at the General Meeting held
earlier today was not passed on a poll. The result of the poll was as follows:

 

·      Of the total votes cast, 46.2% of shares were voted in support of
the Tender Offer resolution and 53.8% against.

·      Shareholders representing 68.4% of the issued share capital
voted, compared with a 64.7% turnout in February 2025 and the record 70.5%
turnout earlier this year.

·      31.6% of the issued share capital, 109.3 million shares, was
voted in favour of the Tender Offer resolution.

·      36.8% of the issued share capital, 127.4 million shares, was
voted against the Tender Offer resolution, almost entirely by Saba and two
other institutions.

 

The vote was supervised by Civica Election Services, whom the Board appointed
as independent assessor to report on the poll held at the General Meeting in
respect of the vote.

 

Jonathan Simpson-Dent, Chair of EWIT, commented:

 

"This is a very disappointing outcome, particularly given the continued
strength of support from independent shareholders who have consistently
rejected Saba's plan for control.

 

This process clearly demonstrates the extent to which the current framework
allows a determined minority shareholder to exert disproportionate influence,
even where its objectives diverge from those of the wider shareholder base.

 

As previously outlined, there remains a high likelihood of Saba succeeding in
appointing its proposed new board at the forthcoming AGM on 30 April 2026,
which would likely lead to a change in manager and a fundamental shift in the
Company's strategy and investment mandate. Today's outcome only increases this
likelihood.

 

 

Faced with this reality, the Board's priority is to ensure shareholders can
still exercise their right to a meaningful choice. We are therefore making
plans to implement the alternative tender offers that Saba has publicly stated
it would recommend and which will at least give shareholders the choice of
exiting at close to NAV or remaining invested. We trust that any new directors
will also endorse this new approach, as well as providing shareholders with
greater clarity on their intentions regarding the Company's likely future
direction.

 

While this is not the outcome we would have preferred, we believe that
implementing the alternative tender offers is the most pragmatic course of
action in the circumstances, reflecting the expressed wishes of shareholders
together with the recommendation directly proposed by Saba."

 

Further Tender Offers

 

The Board recognises that a very significant number of shareholders do not
support Saba's control agenda, having consistently voted against such a
scenario.

 

The outcome of this vote, together with the votes at the requisitioned general
meetings in February 2025 and January 2026, highlight the presence of two
distinct shareholder groups with clearly divergent objectives. In light of
this unreconciled position, the Board believes that it is in the interests of
shareholders as a whole for the Company to now pursue an alternative approach,
being the tender offers that Saba has recently stated it would recommend.
These would provide shareholders with two opportunities to exit at NAV less
costs, the first being soon after the AGM, and the second following a
potential SpaceX IPO or liquidity event (and prior to any potential change in
investment mandate) (the "Further Tender Offers").

 

The Board notes that Saba indicated its intention to recommend this proposal
in its announcement on 30 March 2026 and sees no basis for any change in
Saba's position. The Board will seek to engage with Saba and expects it to
maintain its stated support. Unless Saba expressly withdraws that support
within the next seven days (having recommended this proposal only 11 days
ago), the Board intends to proceed with making the first of the Further Tender
Offers available to shareholders during the week commencing 20 April 2026.
This approach is intended to provide shareholders with a clear way forward and
avoid any unnecessary delay or uncertainty that could arise following the
possible appointment of Saba's proposed new board.

 

Shareholders are not required to take any action in relation to the Further
Tender Offers at this stage.

 

The Company has appointed Deutsche Numis to manage a share buyback programme
during the period to the Company's AGM on 30 April 2026.

 

Results of General Meeting

 

 Resolution                                                                  Votes For                     Votes Against                 Total Votes Cast                       Votes Withheld
                                                                             Number       % of votes cast  Number       % of votes cast  Number       % of total voting rights  Number
 1.     THAT, the Company be authorised to make market purchases of its      109,347,912  46.2%            127,363,621  53.8%            236,711,533  68.4%                     819,082
 Shares following completion of the Tender Offer

 

Any proxy votes which are at the discretion of the Chair have been included in
the "Votes For" total. Please note a vote "Withheld" is not a vote in law and
is not counted in the calculation of the proportion of votes "For" and
"Against" a resolution.

 

As at the date of the General Meeting, the total number of voting rights in
the Company was 345,884,292.

 

The full text of the tender offer resolution is contained in the Notice of
General Meeting contained in the Circular. The Circular is available for
viewing on the Company's website at www.trustewit.com
(http://www.trustewit.com/) .

 

 

 

For further information please contact:

 

Investors:

Deutsche Numis

Nathan Brown

Tel: +44 20 7547 0569

Matt Goss

Tel: +44 20 7547 0541

 

Media:

Greenbrook Advisory

Peter Hewer / Rob White

+44 207 952 2000

ewit@greenbrookadvisory.com

 

Company Secretary:

Baillie Gifford & Co Limited

Tel 0131 275 2000

enquiries@bailliegifford.com

 

 

Important information

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Baillie Gifford & Co Limited, the company
secretary.

 

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever. The full terms and conditions of any tender
offers will be set out in a circular or circulars, which Shareholders are
advised to read in full when published in due course. Any response to any
tender offers should be made only on the basis of the information in the
circular(s).

 

Given the level of liquidity in the Company's shares, the Company will retain
the ability to exceed the average daily volume parameters prescribed by the
exemption for buyback programmes established by UK Market Abuse Regulation
("MAR") and the MAR buyback programme technical standards (Commission
Delegated Regulation (EU) 2016/1052), as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time). Accordingly, the Company may not benefit from the exemption contained
in Article 5(1) of MAR. Any market purchase of Ordinary Shares pursuant to the
Buyback Programme will be announced no later than 7:30am (UK time) on the
business day following the day on which the purchase occurred.

 

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